博威合金(601137) - 2025 Q2 - 季度财报

Section I Definitions This section defines common terms used in the report, including company entities, core products, new energy industry terminology, and relevant units, to facilitate reader comprehension Definitions of Common Terms This chapter provides definitions of common terms used in the report, including company names, subsidiaries, related parties, laws and regulations, as well as specialized terms like alloy materials and photovoltaic technology, to help readers understand the report content - The report defines key entities such as the Company, Boway Group, Boway Plate & Strip, Boway New Materials, and core products/technologies including alloy materials, precision copper rods, environmentally friendly copper alloys, and high-strength, high-conductivity special alloys[11] - It also includes new energy industry terms like photovoltaic cells, thin-film cells, PV modules, PV power generation systems, centralized/distributed PV power plants, and industry units and policies such as MW, GW, and ITC[12] Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, stock profile, and key financial performance metrics for the reporting period 1. Company Information This section outlines the company's basic registration information, including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is Ningbo Boway Alloy Material Co., Ltd., abbreviated as Boway Alloy, with Xie Shicai as the legal representative[14] 2. Contact Person and Information This section provides contact information for the company's Board Secretary and Securities Affairs Representative for investor communication - The Board Secretary is Wang Yongsheng, and the Securities Affairs Representative is Sun Lijuan, both located at No. 1777, East Yinjiang Avenue, Yinzhou District, Ningbo, Zhejiang Province[15] 3. Brief Introduction to Changes in Basic Information This section states that the company's registered and office addresses have not changed, and provides the company's website and email address - The company's registered and office addresses are both located at Taiping Bridge, Yunlong Town, Yinzhou District, Ningbo, Zhejiang Province, and have not changed during the reporting period[16] 4. Brief Introduction to Changes in Information Disclosure and Document Placement Locations This section lists the company's designated information disclosure newspaper, website address, and report placement location - The company's designated information disclosure newspaper is "Securities Times," and the website for publishing semi-annual reports is the Shanghai Stock Exchange (**www.sse.com.cn**)[17](index=17&type=chunk) 5. Company Stock Profile This section provides the company's stock listing information, including stock type, exchange, stock abbreviation, and code - The company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation Boway Alloy and stock code 601137[18] 6. Other Relevant Information This section discloses information about the accounting firm and continuous supervision sponsor institution engaged by the company - The company has engaged Tianjian Certified Public Accountants (Special General Partnership) as its domestic accounting firm and Guoxin Securities Co., Ltd. as its continuous supervision sponsor institution[19] 7. Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for the first half of 2025, showing growth in operating revenue and net profit, but a significant decrease in net cash flow from operating activities 2025 H1 Key Accounting Data | Indicator | Current Period (Jan-Jun) | Prior Year Period | Current Period vs. Prior Year Period Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,221,493,642.50 | 8,872,240,511.58 | 15.21 | | Total Profit | 788,481,310.90 | 760,448,746.02 | 3.69 | | Net Profit Attributable to Shareholders of the Listed Company | 676,153,374.87 | 637,595,321.14 | 6.05 | | Net Profit Attributable to Shareholders of the Listed Company (Excluding Non-Recurring Gains/Losses) | 654,837,614.60 | 606,978,857.21 | 7.88 | | Net Cash Flow from Operating Activities | -686,606,706.32 | -133,823,728.11 | -413.07 | | Net Assets Attributable to Shareholders of the Listed Company (Period-end) | 8,619,595,527.36 | 8,419,547,276.12 | 2.38 | | Total Assets (Period-end) | 19,582,380,489.48 | 17,295,399,736.92 | 13.22 | 2025 H1 Key Financial Indicators | Key Financial Indicator | Current Period (Jan-Jun) | Prior Year Period | Current Period vs. Prior Year Period Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 0.83 | 0.82 | 1.22 | | Diluted Earnings Per Share (Yuan/share) | 0.77 | 0.82 | -6.10 | | Basic Earnings Per Share (Excluding Non-Recurring Gains/Losses) (Yuan/share) | 0.81 | 0.78 | 3.85 | | Weighted Average Return on Net Assets (%) | 7.81 | 8.67 | Decrease of 0.86 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Gains/Losses) (%) | 7.56 | 8.26 | Decrease of 0.7 percentage points | 9. Non-Recurring Gains and Losses Items and Amounts This section details the company's non-recurring gains and losses items and their amounts for the first half of 2025, totaling 21.32 million Yuan 2025 H1 Non-Recurring Gains and Losses Items | Non-Recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -2,789,544.07 | | Government grants recognized in profit or loss for the current period | 22,450,346.54 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises | 5,932,854.68 | | Other non-operating income and expenses apart from the above | -1,646,088.13 | | Less: Income tax impact | -2,631,808.75 | | Total | 21,315,760.27 | Section III Management Discussion and Analysis This section discusses the company's industry, main business operations, core competitiveness, key financial performance, and potential risks during the reporting period 1. Industry and Main Business Overview During the Reporting Period The company's main business is divided into non-ferrous new materials and new energy sectors; new materials lead in copper-based special alloy materials, while new energy expands in the US market, but its Vietnam base faces tariff and macro challenges - The company's new materials and new energy main business revenue accounted for 78.53% and 21.47% respectively[28] - The new materials business holds a leading position in the domestic copper-based special alloy materials industry, with technological barriers in new energy vehicles, semiconductor chips, and artificial intelligence[28] - In new energy, the US 2GW N-type module project has started trial production, with a 1GW expansion project expected to begin trial production in August, all products sold domestically in the US; the Vietnam 3GW cell project is optimizing market development and operational plans[28] 2. Discussion and Analysis of Operations During the reporting period, the company's main business revenue increased by 14.54%, and net profit increased by 6.05%; new materials achieved double growth in revenue and net profit due to sales volume and digitalization, while new energy saw net profit growth despite declining US module prices through differentiated services 2025 H1 Operating Performance | Indicator | Amount (10,000 Yuan) | Year-on-year Change | | :--- | :--- | :--- | | Main Business Revenue | 1,010,473.18 | 14.54% | | Net Profit Attributable to Shareholders of the Listed Company | 67,615.34 | 6.05% | 2025 H1 Operating Data by Industry Segment | Industry Segment | Main Business Revenue (10,000 Yuan) | Year-on-year Change | Net Profit (10,000 Yuan) | Year-on-year Change | | :--- | :--- | :--- | :--- | :--- | | New Materials | 793,478.65 | 23.83% | 23,431.41 | 10.21% | | New Energy | 216,994.53 | -10.10% | 44,183.93 | 3.96% | | Total | 1,010,473.18 | 14.54% | 67,615.34 | 6.05% | - The company continues to deepen its digital and intelligent management model, applying AI models, simulation, and generative AI technologies to empower marketing, R&D, manufacturing, and supply chain, to enhance core competitiveness[36] 3. Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness lies in new materials and international new energy; new materials leverage strong R&D, technology, product, and digital management advantages, while international new energy benefits from US policy support, established brand in US/EU markets, and continuous innovation - New materials business: Through digital R&D innovation, artificial intelligence, big data, and other technologies, a complete independent intellectual property system and product series have been formed, making it one of the global leaders in digital R&D for the non-ferrous alloy industry[41] - International new energy business: Benefits from the US "Build Back Better" Act's IRA federal subsidy policy, with significant advantages in US domestic production capacity, and has been listed as a Tier 1 bankable PV module manufacturer by BNEF for 8 consecutive years[44][45] - The company has a high-caliber R&D team of doctors and masters, dedicated to developing cutting-edge photovoltaic technologies such as N-Type, XBC, and perovskite, ensuring products are in the global first tier[46] 4. Key Operating Performance During the Reporting Period This section analyzes changes in financial statement items, asset-liability status, investment, and major subsidiaries; revenue and costs increased due to new materials sales, management expenses rose significantly from US new energy factory operations, and net cash flow from operations decreased sharply due to inventory and receivables 2025 H1 Financial Statement Item Changes | Item | Current Period (Yuan) | Prior Year Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,221,493,642.50 | 8,872,240,511.58 | 15.21 | | Operating Cost | 8,774,478,248.03 | 7,516,924,818.89 | 16.73 | | Selling Expenses | 143,948,638.35 | 126,761,839.41 | 13.56 | | Administrative Expenses | 344,496,725.05 | 248,380,398.68 | 38.70 | | Financial Expenses | -23,149,156.73 | -17,725,412.32 | -30.60 | | R&D Expenses | 229,949,509.94 | 240,677,502.52 | -4.46 | | Net Cash Flow from Operating Activities | -686,606,706.32 | -133,823,728.11 | -413.07 | | Net Cash Flow from Investing Activities | -1,064,355,958.33 | -926,062,791.38 | -14.93 | | Net Cash Flow from Financing Activities | 1,511,304,666.67 | -126,778,991.45 | 1,292.08 | - Prepayments, notes payable, other payables, and long-term borrowings at period-end significantly increased compared to the prior year-end, mainly due to increased raw material procurement, operations, and construction funding[51] - Overseas assets amounted to 8.914 billion Yuan, accounting for 45.52% of total assets[52] (1) Analysis of Main Business Main business analysis shows that the growth in operating revenue and cost is primarily due to increased sales volume in the new materials business. Selling expenses rose due to increased exhibition and promotion fees, management expenses significantly increased due to the operation of the new energy US factory, and financial expenses decreased due to increased exchange gains - Changes in operating revenue and operating costs are mainly due to increased sales volume in the new materials business[49] - Management expenses increased by 38.70% year-on-year, primarily due to the start of operations at the new energy US factory, leading to increased salaries and operating expenses[48][49] - Net cash flow from operating activities decreased by 413.07% year-on-year, mainly due to increased raw materials and inventory from the new energy US factory operations, and increased inventory and receivables from higher new materials sales[48][49] (3) Analysis of Assets and Liabilities The asset and liability structure shows significant increases in prepayments, other current assets, short-term borrowings, notes payable, other payables, and long-term borrowings. Long-term borrowings increased by 189.15%, mainly due to increased funding for company operations and construction Changes in Assets and Liabilities (Period-end vs. Prior Year-end) | Project Name | Current Period-end Amount (Yuan) | Current Period-end % of Total Assets | Prior Year-end Amount (Yuan) | Prior Year-end % of Total Assets | Change from Prior Year-end (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Prepayments | 352,075,388.51 | 1.80 | 172,094,006.96 | 1.00 | 104.58 | | Other Receivables | 40,815,313.26 | 0.21 | 94,855,214.63 | 0.55 | -56.97 | | Other Current Assets | 478,348,631.05 | 2.44 | 265,895,735.06 | 1.54 | 79.90 | | Short-term Borrowings | 2,605,432,102.70 | 13.30 | 1,949,998,721.92 | 11.27 | 33.61 | | Notes Payable | 1,239,889,726.20 | 6.33 | 883,858,173.94 | 5.11 | 40.28 | | Other Payables | 184,655,995.81 | 0.94 | 112,557,378.57 | 0.65 | 64.05 | | Long-term Borrowings | 2,328,984,397.86 | 11.89 | 805,445,243.17 | 4.66 | 189.15 | - Overseas assets reached 8.914 billion Yuan, accounting for 45.52% of total assets[52] (6) Analysis of Major Holding and Participating Companies This section lists the financial information of the company's major holding subsidiaries, Ningbo Boway Alloy Plate & Strip Co., Ltd. and Boway Solar (USA) Co., Ltd., both of which significantly impact the company's net profit Financial Information of Major Holding Subsidiaries (Units: Yuan) | Company Name | Company Type | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ningbo Boway Alloy Plate & Strip Co., Ltd. | Subsidiary | 638,000,000 RMB | 4,397,713,976.14 | 1,448,475,963.49 | 2,439,548,227.85 | 110,756,328.72 | 86,239,355.92 | | Boway Solar (USA) Co., Ltd. | Subsidiary | / | 2,789,864,635.79 | 451,786,132.71 | 2,096,312,060.52 | 188,965,125.15 | 149,202,855.03 | 5. Other Disclosure Matters This section discloses significant risks in production and operation, including raw material price fluctuations, bad debts, inventory impairment, exchange rate volatility, and international policy changes for new materials, and international policy and exchange rate risks for international new energy, along with mitigation measures - New materials business faces risks from raw material price fluctuations, bad debts from accounts receivable, increased inventory and impairment, exchange rate volatility, and international operations and policy changes[57][58] - International new energy business faces international policy changes (e.g., FEOC regulations in the US "Build Back Better" Act) and exchange rate fluctuation risks[59] - The company addresses these risks through hedging, customer credit investigations, optimizing inventory management, and enhancing international operational capabilities[57][58][60] (1) Potential Risks The company elaborates on potential risks for its new materials and international new energy businesses. New materials risks include raw material price fluctuations, bad debts from accounts receivable, increased inventory and impairment, exchange rate volatility, and international policy changes. International new energy risks primarily involve international policy changes (especially FEOC regulations in the US "Build Back Better" Act) and exchange rate volatility - Raw material (electrolytic copper, zinc, nickel, tin ingots, etc.) price fluctuation risk for new materials business, which the company manages through a hedging system[57] - International new energy business faces policy change risks from the "Build Back Better" Act's Foreign Entity of Concern (FEOC) regulations, requiring the company to adjust equity to meet requirements[59] - The company's overseas income is primarily settled in USD, EUR, and VND, posing exchange rate fluctuation risks, which the company manages through its "Foreign Exchange Derivative Transaction Management System" for hedging[58][60] Section IV Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, profit distribution plans, employee incentive programs, and environmental information disclosure during the reporting period 1. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, or senior management - During the reporting period, there were no changes in the company's directors, supervisors, or senior management[63] 2. Profit Distribution or Capital Reserve Conversion Plan The company's board of directors resolved not to carry out profit distribution or capital reserve conversion into share capital during this reporting period - No profit distribution or capital reserve conversion into share capital will be carried out during this reporting period[63] 3. Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company's 2023 stock option and restricted stock incentive plan is progressing, including stock option exercise and restricted stock release. Concurrently, the 2020 employee stock ownership plan remains active, with 102 participants holding 1.64% of total share capital - The first exercise period for the initial grant of options and the first restricted period for restricted shares under the company's 2023 stock option and restricted stock incentive plan have been achieved[65] - On May 26, 2025, the company adjusted the 2023 stock option exercise price[66] - The company's 2020 employee stock ownership plan has a duration of 60 months; as of the end of the reporting period, it had 102 holders, holding 13,346,334 shares, accounting for 1.64% of the total share capital[67] 4. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information The company and four major subsidiaries are on the list of enterprises required to disclose environmental information, with corresponding environmental information disclosure report query indexes provided Enterprises Included in the List of Enterprises Required to Disclose Environmental Information | No. | Enterprise Name | Query Index for Environmental Information Disclosure Report | | :--- | :--- | :--- | | 1 | Ningbo Boway Alloy Material Co., Ltd. | https://mlzj.sthjt.zj.gov.cn/eps/index/enterprise-more?code=913302001445520238&uniqueCode=adbf166924ee9c62&date=2024&type=true&isSearch=true | | 2 | Ningbo Boway Alloy Plate & Strip Co., Ltd. | https://mlzj.sthjt.zj.gov.cn/eps/index/enterprise-more?code=91330212698210535Y&uniqueCode=db92d2e3bdaaf4b8&date=2024&type=true&isSearch=true | | 3 | Ningbo Boway New Materials Co., Ltd. | https://mlzj.sthjt.zj.gov.cn/eps/index/enterprise-more?code=91330212MA2AHW8B0T&uniqueCode=05617acf358e81a7&date=2024&type=true&isSearch=true | | 4 | Ningbo Boway Alloy Precision Wire Co., Ltd. | https://mlzj.sthjt.zj.gov.cn/eps/index/enterprise-more?code=91330212786794630R&uniqueCode=8a03482fa73a6901&date=2024&type=true&isSearch=true | Section V Significant Matters This section details the company's fulfillment of commitments, significant related-party transactions, major contracts, use of raised funds, and other important disclosures 1. Fulfillment of Commitments The company's controlling shareholder, Boway Group, and Jinshi Investment strictly fulfilled their commitments to resolve horizontal competition and related-party transactions during the reporting period, with no violations - Boway Group and Jinshi Investment committed not to directly or indirectly engage in businesses that compete with the listed company and its subsidiaries, and to prioritize offering business opportunities to the listed company[70] - Related parties committed to avoiding and minimizing related-party transactions as much as possible, and for unavoidable transactions, to adhere to fair and equitable principles, and to legally fulfill decision-making procedures and information disclosure obligations[71] - During the reporting period, all commitments were strictly fulfilled, with no instances of failure to perform in a timely manner[70][71] 10. Significant Related-Party Transactions The company in the reporting period engaged in routine related-party transactions with Bomante, Italisa, and Boyin Company, primarily involving utility fees, processing fees, and material sales, all within the estimated scope and following market price principles - The company's estimated routine related-party transactions for 2025 with Bomante, Italisa, and Boyin Company will not exceed 50 million Yuan[73] - Independent directors believe that related-party transactions are conducive to the company's normal business operations, transaction prices are determined by reference to market prices, and there is no harm to the legitimate rights and interests of the company or other shareholders[73] 11. Significant Contracts and Their Performance During the reporting period, the company's external guarantees primarily involved guarantees for its subsidiaries, with a total outstanding guarantee balance of 3.604 billion Yuan at period-end, accounting for 41.82% of the company's net assets Company's Total Guarantee Situation | Indicator | Amount (Yuan) | | :--- | :--- | | Total guarantees provided to subsidiaries during the reporting period | 847,268,800.00 | | Total outstanding guarantees to subsidiaries at period-end (B) | 3,604,406,180.00 | | Total guarantees (A+B) | 3,604,406,180.00 | | Total guarantees as a percentage of the company's net assets (%) | 41.82 | | Amount of guarantees provided for shareholders, actual controllers, and their related parties (C) | 647,268,800.00 | | Total of the above three guarantee amounts (C+D+E) | 647,268,800.00 | 12. Explanation of Progress in Use of Raised Funds The company's total raised funds were 1.7 billion Yuan, with a net amount of 1.687 billion Yuan; as of the end of the reporting period, 662 million Yuan had been invested, representing 39.26% of the total. Some idle raised funds were temporarily used to supplement working capital, and early investments in fundraising projects have been replaced Overall Use of Raised Funds (Units: 10,000 Yuan) | Indicator | Amount | | :--- | :--- | | Total raised funds | 170,000.00 | | Net raised funds (1) | 168,675.09 | | Total committed investment of raised funds in prospectus (2) | 168,675.09 | | Total raised funds cumulatively invested as of period-end (4) | 66,217.89 | | Cumulative investment progress of raised funds as of period-end (%) (6) = (4)/(1) | 39.26 | | Amount invested this year (8) | 8,073.33 | | Amount invested this year as a percentage of total raised funds (%) (9) = (8)/(1) | 4.79 | - The company has used raised funds to replace 370.1141 million Yuan of self-raised funds previously invested in fundraising projects and for paid issuance expenses[84] - The company used idle raised funds not exceeding 750 million Yuan to temporarily supplement working capital; as of the end of the reporting period, the balance was 750 million Yuan[85] Section VI Share Changes and Shareholder Information This section provides an overview of changes in the company's share capital, details of its shareholders, and information on directors, supervisors, and senior management 1. Changes in Share Capital During the reporting period, the company's total shares increased due to convertible bond conversion and stock option exercise, while decreasing due to cancellation of repurchased shares, resulting in a net increase of 190,375 shares Share Capital Change Statement (Units: Shares) | Category | Quantity Before Change | Percentage Before Change (%) | Increase/Decrease in This Change (+, -) | Quantity After Change | Percentage After Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 1,680,000 | 0.21 | 0 | 1,680,000 | 0.21 | | II. Unrestricted Tradable Shares | 809,639,366 | 99.79 | 190,375 | 809,829,741 | 99.79 | | III. Total Shares | 811,319,366 | 100 | 190,375 | 811,509,741 | 100 | - Due to the conversion of "Boway 23 Convertible Bonds," the total number of shares increased by 2,301 shares[90] - Due to the autonomous exercise of stock options under the 2023 stock option and restricted stock incentive plan, the total number of shares increased by 1,522,074 shares[91] - The company cancelled 1,334,000 treasury shares held in the repurchase-specific securities account, leading to a decrease in the total number of shares[91] 2. Shareholder Information As of the end of the reporting period, the company had 46,988 common shareholders. Among the top ten shareholders, Boway Group Co., Ltd. held the highest proportion at 28.50%. The controlling shareholder, Boway Group, increased its stake in the company during the reporting period - As of the end of the reporting period, the total number of common shareholders was 46,988[92] Top Ten Shareholders' Shareholding (Period-end) | Shareholder Name | Period-end Shareholding (Shares) | Percentage (%) | Share Status | Quantity (Shares) | | :--- | :--- | :--- | :--- | :--- | | Boway Group Co., Ltd. | 231,314,181 | 28.50 | Pledged | 30,000,000 | | Boway Asia Pacific Co., Ltd. | 80,000,000 | 9.86 | Unrestricted | 0 | | Ningbo Boway Jinshi Investment Co., Ltd. | 27,520,697 | 3.39 | Unrestricted | 0 | | Xie Chaochun | 22,047,192 | 2.72 | Unrestricted | 0 | | Golden Eagle Fund - SPD Bank - Shenzhen Qianhai Golden Eagle Asset Management Co., Ltd. | 19,681,781 | 2.43 | Unrestricted | 0 | - Controlling shareholder Boway Group Co., Ltd. cumulatively increased its stake in the company by 5,745,500 shares, accounting for approximately 0.71% of the total share capital, with an increase amount of 111.4967 million Yuan[96] 3. Information on Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management - During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management[99] Section VII Bond-Related Information This section provides details on the company's convertible corporate bonds, including issuance, listing, conversion status, and price adjustments 2. Convertible Corporate Bonds The company's "Boway 23 Convertible Bonds" have a total face value of 1.7 billion Yuan and a 5-year term, listed on the SSE since January 18, 2024. During the reporting period, 35,000 Yuan of "Boway 23 Convertible Bonds" were converted into company shares, with the conversion price adjusted twice, most recently to 14.68 Yuan/share - The company publicly issued convertible corporate bonds with a total face value of 1.7 billion Yuan, which have been listed and traded on the Shanghai Stock Exchange since January 18, 2024, with bond abbreviation "Boway 23 Convertible Bonds" and bond code "113069"[102][103] Cumulative Conversion of "Boway 23 Convertible Bonds" | Indicator | Value | | :--- | :--- | | Amount converted during the reporting period (Yuan) | 35,000 | | Number of shares converted during the reporting period (Shares) | 2,301 | | Cumulative number of shares converted (Shares) | 18,925,171 | | Cumulative number of shares converted as a percentage of total shares issued before conversion (%) | 2.42 | | Amount of bonds not yet converted (Yuan) | 1,412,709,000 | | Percentage of unconverted bonds to total bond issuance (%) | 83.10 | - The conversion price of "Boway 23 Convertible Bonds" has been adjusted from the initial 15.63 Yuan/share to 14.68 Yuan/share, with the adjusted price effective from June 3, 2025[110] Section VIII Financial Report This section presents the company's comprehensive financial statements, including balance sheets, income statements, cash flow statements, and detailed notes on accounting policies, taxes, and specific financial items 2. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the company's financial position, operating results, and cash flow - Consolidated total assets were 19.582 billion Yuan, a 13.22% increase from the prior year-end; net assets attributable to shareholders of the listed company were 8.620 billion Yuan, a 2.38% increase from the prior year-end[24] - Consolidated operating revenue was 10.221 billion Yuan, a 15.21% year-on-year increase; net profit attributable to shareholders of the listed company was 676 million Yuan, a 6.05% year-on-year increase[24] - Consolidated net cash flow from operating activities was -687 million Yuan, a significant year-on-year decrease of 413.07%, primarily impacted by increased inventory and receivables[24] Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets were 19.582 billion Yuan, with current assets of 12.099 billion Yuan and non-current assets of 7.483 billion Yuan. Total liabilities were 10.963 billion Yuan, and total owners' equity was 8.620 billion Yuan Key Consolidated Balance Sheet Data (Units: Yuan) | Project | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | 2,309,475,796.93 | 2,276,810,443.79 | | Accounts Receivable | 2,464,820,722.77 | 2,150,317,076.96 | | Inventories | 5,987,829,570.31 | 5,266,690,068.50 | | Fixed Assets | 4,306,153,780.18 | 4,086,709,177.32 | | Construction in Progress | 2,445,319,017.90 | 1,892,828,045.77 | | Short-term Borrowings | 2,605,432,102.70 | 1,949,998,721.92 | | Long-term Borrowings | 2,328,984,397.86 | 805,445,243.17 | | Total Liabilities | 10,962,784,962.12 | 8,875,852,460.80 | | Total Owners' Equity Attributable to Parent Company | 8,619,595,527.36 | 8,419,547,276.12 | | Total Assets | 19,582,380,489.48 | 17,295,399,736.92 | Consolidated Income Statement In the first half of 2025, the company achieved total operating revenue of 10.221 billion Yuan, a year-on-year increase of 15.21%. Net profit was 676 million Yuan, a year-on-year increase of 6.05%. Net after-tax other comprehensive income was -105 million Yuan Key Consolidated Income Statement Data (Units: Yuan) | Project | 2025 Half-Year | 2024 Half-Year | | :--- | :--- | :--- | | Total Operating Revenue | 10,221,493,642.50 | 8,872,240,511.58 | | Total Operating Costs | 9,482,768,204.05 | 8,131,620,934.97 | | Total Profit | 788,481,310.90 | 760,448,746.02 | | Net Profit | 676,153,374.87 | 637,595,321.14 | | Net After-tax Other Comprehensive Income | -105,274,591.94 | -122,404,882.44 | | Total Comprehensive Income | 570,878,782.93 | 515,190,438.70 | | Basic Earnings Per Share (Yuan/share) | 0.83 | 0.82 | | Diluted Earnings Per Share (Yuan/share) | 0.77 | 0.82 | Consolidated Cash Flow Statement In the first half of 2025, net cash flow from operating activities was -687 million Yuan, from investing activities was -1.064 billion Yuan, and from financing activities was 1.511 billion Yuan. The net increase in cash and cash equivalents was -119 million Yuan Key Consolidated Cash Flow Statement Data (Units: Yuan) | Project | 2025 Half-Year | 2024 Half-Year | | :--- | :--- | :--- | | Subtotal of Cash Inflows from Operating Activities | 10,078,008,017.69 | 9,462,067,686.04 | | Subtotal of Cash Outflows from Operating Activities | 10,764,614,724.01 | 9,595,891,414.15 | | Net Cash Flow from Operating Activities | -686,606,706.32 | -133,823,728.11 | | Net Cash Flow from Investing Activities | -1,064,355,958.33 | -926,062,791.38 | | Net Cash Flow from Financing Activities | 1,511,304,666.67 | -126,778,991.45 | | Net Increase in Cash and Cash Equivalents | -118,781,255.31 | -1,088,904,451.80 | | Cash and Cash Equivalents at Period-end | 1,912,554,161.72 | 1,805,607,825.24 | 3. Company Basic Information The company was established on July 13, 2009, with a registered capital of 811,509,741.00 Yuan, primarily engaged in non-ferrous metal rolling and photovoltaic industries, offering products like copper alloy rods, wires, strips, precision cutting wires, precision electronic wires, welding wires, and solar photovoltaic products - The company's registered capital is 811,509,741.00 Yuan, with a total of 811,509,741.00 shares, and its stock was listed on the Shanghai Stock Exchange on January 27, 2011[145] - The company's business scope covers the design, development, manufacturing, and processing of non-ferrous alloy materials, high-temperature superconducting materials, copper alloy products, stainless steel products, titanium metal products, as well as solar silicon wafers and modules[146] 5. Significant Accounting Policies and Estimates This section details the company's specific accounting policies and estimates for financial instrument impairment, inventory, fixed asset depreciation, construction in progress capitalization, intangible assets, revenue recognition, and hedge accounting, ensuring financial statements accurately and completely reflect the company's financial position - The company adheres to enterprise accounting standards, prepares financial statements on a going concern basis, with the accounting year from January 1 to December 31, and an operating cycle of 12 months[150][151][152] - Foreign currency transactions are translated using an approximate exchange rate at the transaction date, and foreign currency monetary items are translated at the spot exchange rate on the balance sheet date[160] - Revenue recognition principles are based on individual performance obligations within a contract, fulfilled over time or at a point in time, and measured at the transaction price allocated to each performance obligation[207][208] 6. Taxation This section discloses the company's main tax categories and rates, including VAT, property tax, urban maintenance and construction tax, and corporate income tax, detailing applicable rates and tax incentives for different tax entities - The company and its subsidiaries Boway Plate & Strip and Precision Wire are recognized as high-tech enterprises, with a corporate income tax rate of 15% for the year 2024[230] - Vietnamese subsidiaries Boway Solar Technology Co., Ltd. and Boway (Hai Duong) Solar Technology Co., Ltd. are subject to export processing zone regulations, exempt from VAT[230] - The company and its subsidiaries Boway Plate & Strip and Precision Wire enjoy a 5% VAT super deduction policy for advanced manufacturing enterprises[232] 7. Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the consolidated financial statements, including cash and cash equivalents, accounts receivable, inventory, fixed assets, construction in progress, short-term borrowings, long-term borrowings, and bonds payable, explaining their period-end balances, beginning balances, and changes during the period Cash and Cash Equivalents (Units: Yuan) | Project | Period-end Balance | Beginning Balance | | :--- | :--- | :--- | | Cash on hand | 44,611.93 | 111,206.90 | | Bank deposits | 1,833,098,767.26 | 1,935,443,299.14 | | Other cash and cash equivalents | 476,332,417.74 | 341,255,937.75 | | Total | 2,309,475,796.93 | 2,276,810,443.79 | | Of which: Total funds deposited overseas | 983,943,752.28 | 1,018,211,966.91 | - Accounts receivable period-end balance was 2.596 billion Yuan, bad debt provision 131 million Yuan, carrying value 2.465 billion Yuan, mainly due to increased sales volume in the new materials business[236] - Inventory period-end balance was 5.988 billion Yuan, an increase of 13.69% from the beginning of the period, mainly comprising raw materials, work-in-progress, and finished goods[269] - Construction in progress period-end balance was 2.445 billion Yuan, an increase of 29.19% from the beginning of the period, mainly including the 30,000-ton special alloy electronic material strip expansion project, the 3GW N-type cell expansion project, and the new 2GW N-type module and 2GW N-type cell project[286] 8. Research and Development Expenses This section lists the company's R&D expenses during the reporting period, primarily including direct materials, direct labor, and share-based payments, totaling 230 million Yuan R&D Expenses by Nature of Expense (Units: Yuan) | Project | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Direct materials | 142,734,416.64 | 141,226,180.98 | | Direct labor | 48,827,288.65 | 53,151,738.75 | | Share-based payment | 8,879,617.68 | 0 | | Other expenses | 38,387,804.65 | 37,419,965.11 | | Total | 229,949,509.94 | 240,677,502.52 | | Of which: Expensed R&D expenditure | 229,949,509.94 | 240,677,502.52 | 9. Changes in Consolidation Scope This section states that there were no changes in the company's consolidation scope during the reporting period due to non-common control business combinations, common control business combinations, reverse acquisitions, or disposal of subsidiaries leading to loss of control - During the reporting period, there were no changes in the company's consolidation scope due to non-common control business combinations, common control business combinations, reverse acquisitions, or disposal of subsidiaries leading to loss of control[406] 10. Interests in Other Entities This section details the composition of the company's enterprise group, including the registered locations, business nature, registered capital, and shareholding percentages of major domestic and overseas subsidiaries, covering both new materials and new energy business segments - The company owns domestic wholly-owned subsidiaries such as Boway Plate & Strip, Ningbo Boway New Materials Co., Ltd., and Ningbo Connect International Trade Co., Ltd[407][408] - The company owns overseas wholly-owned or controlling subsidiaries such as Beckhoff (Vietnam) Alloy Materials Co., Ltd., Boway Solar Technology Co., Ltd., and Boway Solar (USA) Co., Ltd[407][408][409] - Overseas operating entities are primarily located in Hong Kong, USA, Vietnam, Germany, Canada, and Singapore, with their functional currency determined by the primary economic environment in which they operate[402][403] 11. Government Grants This section discloses the government grants recognized in profit or loss during the reporting period, primarily those related to assets - During the reporting period, government grants recognized in profit or loss amounted to 59.56 million Yuan, of which 13.77 million Yuan were asset-related and 22.93 million Yuan were income-related[376] 12. Risks Related to Financial Instruments The company manages raw material price fluctuation risks for copper, zinc, and nickel through hedging activities, using futures contracts to offset spot price changes, effectively achieving risk management objectives and reducing the impact of price volatility on operating performance - The company conducts hedging activities to manage raw material price fluctuation risks for copper, zinc, nickel, and other materials, using futures contracts to offset spot price changes[411] - Hedging instruments are highly effective in offsetting changes in the fair value of hedged items, achieving risk management objectives[411][413] - The impact of hedge accounting on the company's financial statements is mainly reflected in investment income and fair value change gains/losses; this period's investment income was 8.88 million Yuan, and fair value change gains/losses were -2.95 million Yuan[413] 13. Disclosure of Fair Value This section discloses the fair value of assets and liabilities measured at fair value at period-end, primarily including other current assets (hedging instruments and hedged items) and notes receivable financing, explaining the basis for determining fair value and valuation techniques for each level Fair Value Measurement Items at Period-end (Units: Yuan) | Project | Level 1 Fair Value Measurement | Level 2 Fair Value Measurement | Level 3 Fair Value Measurement | Total | | :--- | :--- | :--- | :--- | :--- | | Other Current Assets | 379,412,073.87 | 0 | 0 | 379,412,073.87 | | 1. Hedging Instruments | 291,000,064.97 | 0 | 0 | 291,000,064.97 | | 2. Hedged Items | 88,412,008.90 | 0 | 0 | 88,412,008.90 | | Notes Receivable Financing | 0 | 466,502,541.84 | 0 | 466,502,541.84 | | Total Assets Measured at Fair Value on a Recurring Basis | 379,412,073.87 | 466,502,541.84 | 0 | 845,914,615.71 | - Other current assets use the settlement price of corresponding futures contracts on the futures exchange as the basis for determining the market price of Level 1 fair value measurement items[417] - Notes receivable financing (bank acceptance bills) have a short remaining term, so the difference between fair value and carrying value is small, and carrying value is used as fair value[419] 14. Related Parties and Related-Party Transactions This section discloses the company's parent company, subsidiaries, other related parties, and related-party transactions for purchases and sales of goods, and provision and acceptance of services during the reporting period, along with outstanding balances of receivables and payables with related parties - The company's ultimate controlling party is Mr. Xie Shicai, and the parent company, Boway Group Co., Ltd., holds 41.58% of the enterprise's shares[422][423] Purchases and Sales of Goods/Acceptance of Services (Units: Yuan) | Related Party | Related Transaction Content | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | :--- | | Bomante | Utility fees | 2,230,851.44 | 2,361,614.87 | | Italisa (Vietnam) Co., Ltd. | Processing fees | 150,488.68 | 0 | Sales of Goods/Provision of Services (Units: Yuan) | Related Party | Related Transaction Content | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | :--- | | Bomante | Material sales | 6,697,041.21 | 12,885,737.59 | | Bomante | Processing services | 2,697,596.20 | 0 | | Italisa (Vietnam) Co., Ltd. | Material sales | 494,684.95 | 2,970,557.25 | | Ningbo Boyin Harmonic Technology Co., Ltd. | Material sales | 1,620,959.54 | 0 | 15. Share-Based Payment This section discloses the implementation of the company's 2023 stock option and restricted stock incentive plan, including the number of options exercised and forfeited during the period, information on outstanding stock options and restricted shares at period-end, and the recognized share-based payment expense for the period Details of Equity Instruments (Quantity Unit: Shares, Amount Unit: 10,000 Yuan) | Grantee Category | Number Exercised This Period | Amount Exercised This Period | Number Forfeited This Period | Amount Forfeited This Period | | :--- | :--- | :--- | :--- | :--- | | 2023 Stock Option and Restricted Stock Incentive Plan - Stock Options | 1,522,074.00 | 76.14 | 15,000 | 0.59 | - Total share-based payment expense for this period was 6.04 million Yuan, including 0.39 million Yuan for equity-settled restricted shares and 5.64 million Yuan for stock options[440] - The exercise price for the initial grant of stock options under the 2023 stock option and restricted stock incentive plan was 15.30 Yuan/share, and the grant price for restricted shares was 12.20 Yuan/share[436] 16. Commitments and Contingencies This section discloses the company's significant commitments, including sale-and-leaseback agreements for subsidiary photovoltaic power station projects, and significant contingencies, specifically a patent infringement lawsuit faced by Precision Wire and its subsidiary in the United States - Seven photovoltaic power station project companies under the US new energy subsidiary signed sale-and-leaseback agreements with banks, selling and then leasing back their PV power stations for operation, and pledging equity, classified as finance leases[441] - Precision Wire and its subsidiary Bedra Inc. face a patent infringement lawsuit in the United States, with no judgment or ruling yet issued by the court[442] 18. Other Significant Matters This section discloses that the company's controlling shareholder and its concerted parties pledged 30,000,000 shares of the company, representing 3.70% of the total share capital, to Bank of China Ningbo Yinzhou Branch for financing needs - The company's controlling shareholder and its concerted parties pledged 30,000,000 shares of the company, accounting for 3.70% of the total share capital[444] 19. Notes to Parent Company Financial Statement Major Items This section provides detailed notes for major items in the parent company's financial statements, including accounts receivable, other receivables, long-term equity investments, operating revenue and cost, and investment income, reflecting the parent company's independent financial position and operating results - Parent company accounts receivable period-end balance was 1.162 billion Yuan, bad debt provision 62 million Yuan, carrying value 1.100 billion Yuan[446] - Parent company other receivables period-end balance was 3.276 billion Yuan, bad debt provision 191 million Yuan, primarily intercompany balances within the consolidation scope[457][459][461][463] - Parent company long-term equity investments period-end balance was 3.820 billion Yuan, primarily investments in subsidiaries[468][470] 20. Supplementary Information This section provides supplementary financial information, including a detailed statement of non-recurring gains and losses, return on net assets, and earnings per share, further refining the company's financial performance Current Period Non-Recurring Gains and Losses Detail Statement (Units: Yuan) | Project | Amount | | :--- | :--- | | Gains or losses from disposal of non-current assets | -2,789,544.07 | | Government grants recognized in profit or loss for the current period | 22,450,346.54 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises | 5,932,854.68 | | Other non-operating income and expenses apart from the above | -1,646,088.13 | | Less: Income tax impact | -2,631,808.75 | | Total | 21,315,760.27 | Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Basic Earnings Per Share | Diluted Earnings Per Share | | :--- | :--- | :--- | :--- | | Net profit attributable to common shareholders of the company | 7.81 | 0.83 | 0.77 | | Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | 7.56 | 0.81 | 0.75 |